XXXX v XXXX (22NCC-146-05/2015)

GOH CHIN LIONG (No K/P: 590829-10-6169)

LEONG AH CHAI (No.K/P: 600418-10-6769) …DEFENDAN-DEFENDAN JUDGEMENT (After Trial)

The 1st Defendant (Goh Chin Liong) was alleged to have communicated to the 2nd Defendant (Leong Ah Chai), “inside information” concerning WCT Berhad (WCT), a public listed company, whilst the said information was in his possession. As for the 2nd Defendant, he was alleged to have acted on the said 17/10/2025 17:49:34 22NCC-146-05/2015 Kand. 328 information, by disposing of his WCT shares/securities, owned by his company, ARA Holdings Sdn Bhd (ARA Holdings). Hence, the Defendants were alleged to be “insiders” who had perpetrated “insider trading”, in breach of section 188 of the Capital Market and Services Act, 2007 (CMSA).

Predicated on the aforesaid, the Plaintiff (Suruhanjaya Sekuriti Malaysia) commenced this action against both the Defendants pursuant to section 188 (2) and (3) of the CMSA. Wherefore, the Plaintiff claimed the following reliefs: As regards the 1st Defendant

a Declaration that the Defendant 1 had breached section 188(2)(b) and/or in the alternative section 188(3)(a) of the Capital Markets and Services Act 2007 (CSMA) respectively.

payment of the sum of RM2,542,184-70.

civil penalty of RM1,000,000-00 or any amount the Court considers appropriate, being an amount not exceeding RM1,000,000-00.

an Order that Defendant 1 be barred from being a director of any public listed company for 5 years from the date of this Order or for such period as may be determined by this Court pursuant to section 360(1)(d)(l) of the CMSA.

interest at the rate of 5% per annum on the judgment sum from the date of judgment to full realization thereof.

costs on a solicitor-clients basis or costs.

further and/or other reliefs as this Court deems fit and just. As regards the 2nd Defendant

a Declaration that Defendant 2 had engaged in a prohibited conduct by disposing the securities whilst in the possession of inside information within the meaning of section 188(2)(a) and/or in the alternative section 188(2)(b) of the Capital Markets and Services Act 2007 (CSMA) respectively.

payment of the sum of RM2,542,184-70.

civil penalty of RM1,000,000-00 or any amount the Court considers appropriate, being an amount not exceeding RM1,000,000-00;an Order that Defendant 2 be barred from being a director of any public listed company for 5 years from the date of this Order or for such period as may be determined by this Court pursuant to section 360(1)(d)(l) of the CMSA.

interest at the rate of 5% per annum on the judgment sum from the date of judgment to full realization thereof.

costs on a solicitor-clients basis or costs.

further and/or other reliefs as this Court deems fit and just.

Both the Defendants denied and challenged the Plaintiff’s allegation and claim against them.

In addition, the 1st Defendant filed in a Counter Claim against the Plaintiff for Damages, alleging inter alia, abuse of process and malicious prosecution.

The Plaintiff disputed the Counter Claim.

At the conclusion of trial, after having appraised wholly the evidence adduced by both sides and having considered the applicable law, l found that the Plaintiff had, on a balance of probabilities, proved its claims as per the Amended Statement of Claim against both Defendants. Accordingly, l allowed the Plaintiff’s claim against both the Defendants with costs. Simultaneously, I dismissed the 1st Defendant’s Counter Claim against the Plaintiff as l found it to be not proven.

l allowed the Plaintiff’s Claim and simultaneously dismissed the 1st Defendant’s the Counter Claim on the ensuing grounds:

The undisputed salient facts and chronology of events of this case are as per in the Statement of Agreed Facts (see Enclosure 69).

The salient facts as pleaded, as well as the evidence adduced during trial, are as follows:

The Plaintiff (SSM) was established under the Securities Commission Act 1993 and is vested with powers, inter alia, to carry out/institute criminal prosecution and/or to commence civil action/claim under the CMSA for any breach/contravention of securities laws of Malaysia;

(ii) At all material times, the 1st Defendant (Goh Chin Liong) is the Deputy Managing Director and shareholder of WCT Berhad (WCT) a public listed company, listed on the Main Board of Bursa Malaysia Securities Berhad (BURSA). (WCT was later de-listed from BURSA in July 2013);

(iii) The nature of business carried out by WCT includes inter alia, civil engineering works, construction and related infrastructure works;

(iv) Between December 2008 and January 2009, the 1st Defendant was a member of the Board of Directors (BOD) of WCT;

The other members of the Board of Directors of WCT then were as follows: Name Position Dato’ Captain Ahmad Sufian Qurmain bin Abdul

(vi) The 2nd Defendant (Leong Ah Chai) was a director and shareholder of a private limited company, ARA Holdings Sdn. Bhd (ARA Holdings) since 13.07.2001. As at 22.04.2002, he held 30,000 ordinary shares in ARA Holdings;

(vii) As at 31.03.2008, ARA Holdings was one of the thirty (30) largest shareholders in WCT, holding 4,014,320 shares, approximately 0.53% of the issued and paid up capital of WCT;

(viii) ARA Concrete Sdn Bhd (ARA Concrete) and ARA Resources Sdn Bhd (ARA Resources) are two (2) of ARA Holdings’ subsidiary companies; The Contract

(ix) Circa 2007, WCT entered into a joint-venture agreement with Arabtec Construction LLC of United Arab Emirates (UAE) whereby, a joint-venture entity, “Arabtec Construction LLC - WCT Engineering JV” (the JV) was set up;

On 18.09.2007 MEYDAN LLC (the employer) of Dubai, United Arab Emirates (UAE) awarded the JV a construction contract, to construct the “Nad Al Sheba Dubai Racecourse” in Dubai, UAE (the Contract). The Contract is worth approximately RM4.6 billion;

(xi) On even date, on 18.09.2007, WCT announced to BURSA Malaysia, being the regulator of the Malaysian capital market, of the said MEYDAN’s award and the JV’s acceptance of the Contract; Cancellation of the Contract by MEYDAN

(xii) Fast forward, on 25.12.2008, MEYDAN served on the JV, a 14 days' Notice of the Cancellation of the Contract (the Cancellation Notice) as per below:

(xiii) The abovesaid Notice trigged the upper echelon of WCT, including its Chairman to fly to Dubai to meet MEYDAN to discuss over said Notice. However, they were unsuccessful;

(xiv) On or around 29.12.2008, WCT’s Middle East Regional Director, Leong Yeong Thoong (LYT), informed Liang Kai Chong, WCT’s Executive Director of the said Cancellation Notice. By midnight the same date, WCT received confirmation from the JV in Dubai that the Cancellation Notice was authentic;

(xv) On even date, 29.12.2008, an Emergency Meeting of the Board of Directors of WCT (the Meeting) was called up to discuss the said Cancellation Notice. The Meeting was attended by the 1st Defendant, Liang Kai Chong, Ting Kim Hwa, Loh Siew Choh and Khor Loke Yew;

(xvi) On 06.01.2009 at 9.02 a.m, WCT had announced to BURSA that the JV had been given the 14 days' Cancellation Notice by MEYDAN of the cancellation of the Contract;

(xvii) On 06.01.2009 at 11.10 a.m, BURSA had announced vide “Listing Circular No. L/Q 52316 of 2009” that trading in WCT's securities had been halted with effect from 9.12 a.m on 06.01.2009 and would resume at 2.30 p.m on 06.01.2009;

(xviii) On 06.01.2009 at 2.22 p.m pursuant to Listing Circular No. L/Q 52319 of 2009, it was announced to BURSA that at the request of WCT, trading in WCT's securities had been suspended effective from 2.30 p.m on 06.01.2009, pending a material announcement;

(xix) On 06.01.2009 at 2.28 p.m. WCT had announced that BURSA had approved WCT's request for a suspension of the trading of its securities from 2.30 p.m to 5.00 p.m on 06.01.2009 pending a material announcement pertaining to the cancellation of the Contract by MEYDAN (Cancellation Notice);

(xx) On 06.01.2009 at 5.02 p.m WCT had made a further announcement to BURSA wherein it had provided more details on the Cancellation of the Contract following its earlier announcement made in the morning of 06.01.2009; Communications between the Defendants and remisier

(xxi) Between 29.12.2008 and 05.01.2009 there were rapid succession of telephone calls and messages made between the 1st Defendant and the 2nd Defendant. The telephone calls and messages were interspersed with the 2nd Defendant’s communication/telephone calls to ARA Holding’s remisier, Chin Piang Kong (PK Chin); Trading in WCT shares/securities by ARA Holdings

(xxii) At all material times, ARA Holdings had maintained a trading account with Arab-Malaysian Securities Sdn Bhd (later known as Am-Investment Bank Berhad) with Central Depository System (CDS) Account No. 086-001-031741804 (the CDS Account);

(xxiii) With effect from 16.10.2001, the 2nd Defendant had been authorized by ARA Holdings pertaining to the opening and operation of the CDS Account, including inter alia, giving all of the trade instructions to PK Chin in relation to the CDS Account;

(xxiv) Between 02.01.2009 and 05.01.2009, the 2nd Defendant had for and on behalf of ARA Holdings, disposed of a total of 1,640,000 WCT shares held in the CDS Account. The particulars of which are as follows:

On 02.01.2009 the 2nd Defendant, for and on behalf of ARA Holdings, disposed of 1,000,000 units of WCT shares owned by ARA Holdings.

On 05.01.2009, the 2nd Defendant further disposed of 640,000 units of WCT shares owned by ARA Holdings.

(xxv) When trading closed on 05.01.2009, the closing price for WCT shares was RM1.83-00;

(xxvi) On 07.01.2009 when WCT’s counter was reopened for trading by BURSA and trading resumed, the price of WCT shares plummeted from the closing price of RM1.83-00 to RM1.29-00, a steep fall of RM0.54-00;

(xxvii) On even date, the 2nd Defendant for and on behalf of ARA Holdings, re-purchased almost the same amount of WCT shares disposed of on 02.01.2009 and 05.01.2009;

(xxviii) Fast forward, suspicious of the transaction involving the parties relating to the trading of the WCT shares/securities abovementioned, BURSA commenced investigation for any breach of the securities laws;

(xxix) Flowing from its investigation, BURSA issued a “Notice To Show Cause” dated 13.09.2009 to WCT to explain the Cancellation Notice and to the timing behind the disclosure of the same to BURSA and to the public;

(xxx) Vide Letter dated 30.09.2009 to BURSA, WCT accordingly replied, explaining its side of the story;

(xxxi) Fast forward again, unconvinced with the explanation by the Defendants, Plaintiff then commenced this action against WCT and its directors, including against the 2nd Defendant herein.

Premised on the facts and the law abovesaid, the Plaintiff contended that at all material times:

the said Cancellation Notice of the Contract by MEYDAN is a “material inside information” as defined under the CMSA;

(ii) the 1st Defendant was in possession of the Cancellation Notice of the Contract dated 25.12.2008;

(ii) the 1st Defendant whilst in possession of the abovesaid information, had thereafter communicated the same to the 2nd Defendant (via a series of telephone calls and messages between them);

(iii) the 2nd Defendant had acted upon the said information (by disposing 1,460,000 units of WCT shares/securities held by the 2nd Defendant’s company ARA Holdings Sdn Bhd);

(iv) between 02.01 ARA Holdings had disposed/sold in total 1,460,000 units of its WCT shares, only to repurchase almost the same volume/numbers of WCT shares on 07.01.2009; and

both the Defendants are “insiders” as defined under the CMSA and had delved in “insider trading”, in breached of section 188 of the CMSA.

The Defendants’ respective answers and reply to the Plaintiff’s allegation, in detail is as per in their respective Re-Amended Statements of Defence (see Enclosure 178 paragraphs 41 - 47 and Enclosure 63 paragraphs 60 - 65).

In brief, both Defendants denied and disputed the Plaintiff’s allegation of being involved in “insider trading”. The 1st Defendants denied having in possession of the “inside information” which he was alleged to have communicated to the 2nd Defendant. The 2nd Defendant, denied being communicated by the 1st Defendant of the same (the Cancellation Notice).

The Defendants however, did not dispute the following facts adduced by the Plaintiff, viz., that:

WCT had set up a Joint-Venture entity (the JV) in Dubai with a local construction company, Arabtec

(ii) the JV was awarded the Contract to construct a race course in Dubai, by MEYDAN LLC (the employer) worth approximately RM4.6 billion;

(iii) subsequently, MEYDAN served on the JV the Notice of Cancellation of the said Contract dated 25.12.2009 (the Cancellation Notice);

(iv) an Emergency Meeting of the Board of Directors (BOD) of WCT was held on 29.12.2008 to discuss the said Cancellation Notice;

the 1st Defendant being one of the members of the BOD, attended the said Meeting;

(vi) there were communications via telephone calls and messages between 29.12.2008 until 06.01.2009 between the 1st and the 2nd Defendant, interspersed with communication between the 2nd Defendant and his remisier PK Chin;

(vii) on 06.01.2009, WCT notified BURSA of the Cancellation Notice by MEYDAN and flowing from that trading of WCT shares/securities was suspended by BURSA;

(viii) that a follow-up public announcement was made by BURSA on the matter, on even date;

(ix) ARA Holdings had disposed of/sold WCT shares/securities totaling 1.64 million units during the said period; and

the 2nd Defendant (Ara Holdings) had repurchased almost the same amount/volume of WCT shares/securities when trading for WCT securities resumed on 07.01-2009.

The Defendant admitted to the telephone calls and SMS messages made between them between 29.12.2008 and 06.01.2009. However, they both denied that those communication relates to the Cancellation Notice by MEYDAN. Instead, they claimed the telephone calls and SMS messages concerned some other matters, specifically, that they concerned overdue payment by ARA Holdings to WCT for cement products supplied by WCT to ARA Concrete, which was ‘suddenly’ recalled/demanded by WCT.

The Defendants contended that WCT has business relationship with ARA Holding Berhad (ARA Holdings Group of companies), particularly with ARA Concrete Sdn Bhd (ARA Concrete) where in WCT had been supplying cement to ARA Concrete on credit. ARA Concrete was also awarded the contract to supply cement to WCT’s Paradigm Mall Project (Paradigm Mall).

As at 12.01.2009 ARA Concrete owned WCT the amount of RM3219,609-60 for concrete product supplied by WCT and as at 12.01.2009 ARA Concrete was in overdue in payment in the amount of RM3,219,609-60 of which RM1.9 million by 61 days over the credit period.

According to the 1st Defendant, in December 2009, WCT was in contact and in discussion with the 2nd Defendant /ARA Concrete, over the repayment of the said overdue sum. WCT was also engaging with ARA Concrete relating to the quality of concrete supplied by ARA Concrete for the Paradigm Mall project which had resulted in cracks to the building under construction.

According to the 1st Defendant further as the overdue payments are of critical importance, the phone calls were made to demand immediate payment by the 2nd Defendant /ARA Concrete. Therefore, in brief, the 1st Defendant contended that the timing of the telephone calls and SMS messages for the overdue payments and the Cancellation Notice by Meydan were purely coincidental.

The 2nd Defendant’s denied receiving the information pertaining to the Cancellation Notice of the Contract by MEYDAN from the 1st Defendant. Instead, the 2nd Defendant claimed to have gotten the information through newspaper reports, websites and the media. According to him the said information was obtainable and available to the public after/on 06.01.2009.

The 2nd Defendant admitted to knowing the 1st Defendant but claimed that their relationship was strictly a business/professional one, wherein ARA Concrete Sdn Bhd, a subsidiary of ARA Holdings is a customer of WCT, having purchase cement on credit from them since 2000.

According to him, ARA Concrete was late in paying WCT for cement product supplied by WCT, to the tune of RM3,129,609- 60 of which the amount of RM1,961,209-82 had exceeded the credit period given by WCT. As a result, WCT’s officers, including the 1st Defendant started requesting/pursuing for payment.

The 2nd Defendant admitted trading in WCT shares/securities held by his company, ARA Holdings as per the facts adduced by the Plaintiff but denied that the disposal of the WCT shares was carried out following the Cancellation Notice, which he denied having any knowledge of.

According to the 2nd Defendant, ARA Concrete which was supplying concrete cement to WCT’s Paradigm Mall Project was alleged to have supplied inferior of quality cement, resulting in cracks to the premise under construction. Therefore, according to him, there were telephone calls made by the 1st Defendant to him relating the abovementioned issues/complaints.

According to the 2nd Defendant, to remedy the situation, ARA Holdings decided to raise money/fund by disposing/selling of their share in WCT, based solely on the feasibility of the market and the trend of WCT’s share price at that time. According to the 2nd Defendant, a total sum of RM1,961,309-82 of the proceed of sale was used to pay off ARA Cement’s outstanding/overdue payment of WCT.

As to the Plaintiff’s allegation of ‘insider trading’, he denied being informed of the Cancellation Notice by the 1st Defendant, before the information was publicly disclosed by BURSA.

According him the fact that he still holds on to 15,240 units of WCT shares is proof that he does not have the intention to avoid loss by selling/disposing of WCT shares as claimed by the Plaintiff.

The 2nd Defendant also denied having a close and special friendship with the 1st Defendant as alleged by the Plaintiff. He admitted knowing the 1st Defendant for quite sometimes but averred that their relationship was purely casual and professional/business in nature.

As for the 1st Defendant’s Counter Claim against the Plaintiff, the 1st Defendant alleged inter alia, abuse of process and malicious prosecution by the Plaintiff. The 1st Defendant contended that the Plaintiff’s claim is based on an incomplete investigation and was actuated on malice.

The 1st Defendant’s Counter Claim against the Plaintiff in detail is as per the Amended Counter Claim (see Enclosure 63 paragraphs 47 – 51). Issues for determination:

The parties listed 16 issues in all for determination by the Court (see Enclosure 68). Nevertheless, the core and determinative issues can be shortlisted as follows: As regard to the original claim

Whether the 1st Defendant was in possession of the Notice of Cancellation of the Contract by MEYDAN (the Cancellation Notice) dated 25.12.2008?

(ii) Whether the 1st Defendant communicated the said information to the 2nd Defendant?

(iii) Whether the Defendants are “insiders” within the meaning of section 188(1) and 188(2)(a) of the CMSA?

(iv) Whether the 2nd Defendant had acted on the said information?

Whether the Defendants had breached section 188(2)(b) of the CMSA or alternatively, section 188(2)(a) of the CMSA?

(vi) Whether the Cancellation Notice is material information as defined under sections 183, 184 and 185 of the CMSA?

(vii) If the Defendants are liable for the breach, what is the sum they are liable/required to pay? As regards the 1st Defendant’s Counter Claim

(viii) Whether the Plaintiff’s action is an abuse of process and a malicious prosecution?

(ix) Whether the 1st Defendant suffered damages due to the Plaintiff’s action? Decision/Findings of the Court:

As mentioned at the beginning of this Judgment, the Plaintiff commenced action against both the Defendants for “insider trading”. Being the alleging party, it lies with the Plaintiff to prove, on a balance of probabilities, that the Defendants were in breach of section 188 CMSA (see the case of Suruhanjaya Sekuriti Malaysia v Chan Soon Huat [2018] 9 MLJ 782 amongst others).

The Plaintiff contends that the Defendants had breached Section 188(2)(a) CMSA in that:

the Defendant was in possession of the information;

(ii) the information was not generally available;

(ii) the Defendant knew or ought reasonably to have known that the information was not generally available;

(iii) if the information was generally available, a reasonable person would expect it to have a material effect on the price of securities; and

the Defendant disposed or procured the disposal of shares whilst in possession of the information.

For section 188(2)(a) CMSA, the 5 elements abovesaid are required to be proved by the Plaintiff (see the case of Suruhanjaya Sekuriti Malaysia v. Sreesanthan Eliathamby [2021] 7 CLJ 913 at page 933). Issue (i) - whether the 1st Defendant was in possession of the Notice of Cancellation of the Contract by MEYDAN (the Cancellation Notice) dated 25.12.2008?

For the purpose of proving the first element, the Plaintiff only needs to show that the inside information (the Cancellation Notice) was not generally available (see the case of Aik Ming (M) Sdn Bhd & Ors v. Chang China Chuen & Ors and Another [1995] 3 CLJ 639 (CA)).

Learned counsel for the Plaintiff contended that the information (Cancellation Notice by MEYDAN dated 23.12.2008) is “inside information” as described under the CMSA. Counsel referred to section 183 CMSA which describes “information” as follows: "For the purposes of this Subdivision, "information" includes-

matters of supposition and other matters that are insufficiently definite to warrant being made known to the public;

matters relating to the intentions, or likely intentions, of a person;

matters relating to negotiations or proposals with respect to-

commercial dealings; or

(ii) dealing in securities;

information relating to the financial performance of a corporation;

information that a person proposes to enter into, or has previously entered into one or more transactions or agreements in relation to securities or has prepared or proposes to issue a statement relating to such securities; and

matters relating to the future."

The Plaintiff contended that the inside information (the Cancellation Notice) was not generally available when the 1st Defendant communicated the same to the 2nd Defendant, who thereafter proceeded to disposed WCT shares owned by ARA Holding on 02.01.2009 and 05.01.2009.

Section 184 CMSA explains when the information is regarded as generally available as follows: “For the purposes of this Subdivision, information is generally available if the information has been made known in a manner that would, or would tend to, bring it to the attention of reasonable persons who invest in securities of a kind whose price or value might be affected by the information, and since it was so made known, a reasonable period for it to be disseminated among, and assimilated by, such persons has elapsed."

Learned counsel for the Plaintiff submitted that there is clear cut evidence that the 1st Defendant was in possession of the information (Cancellation Notice) at the material time. As per in the Statement of Agreed Facts (see Enclosure 69), it was agreed that the 1st Defendant attended the Emergency Meeting of the BOD of WCT held on 29.12.2008 to discuss the information (Cancellation Notice).

Conversely, learned counsel for the Defendant submitted firstly, that the validity and authenticity of the termination of the Contract by MEYDAN made via the Cancellation Notice dated 25.12.2008 was not recognized and challenged by WCT and the 1st Defendant. Counsel submitted that the authenticity and materiality of the Cancellation Notice was never proven.

Having considered the abovesaid, it is my considered view that for Issue (i), the validity and materiality of the information (Cancellation Notice) is irrelevant, as Issue (i) is only to determine possession of the information and not its legality or materiality. The argument on materiality will come into play when determining Issue (iii) viz., whether the Cancellation Notice is “material information” as defined under the CMSA.

For Issue (i) all the Plaintiff needs to prove is that the 1st Defendant was in possession of the inside information (the Cancellation Notice). That being the case, l found the contention by counsel that since WCT did not recognize the validity of the information (Cancellation Notice) means that possession is not proven, to be rather perplexing and lacking in merit.

It is not in dispute that on 29.12.2008, an Emergency Meeting of WCT BOD to discuss the Cancellation Notice by MEYDAN. The 1st Defendant admitted attending the said Meeting.

Pertaining to this, it was agreed by the 1st Defendant in the Statement of Agreed Facts that the said BOD Meeting was called to discuss the Cancellation Notice (see Enclosure 69 at paragraphs 14 - 16).

Thus, in my considered view, since parties are bound by the statements in the Statement of Agreed Facts, it is not now open to the 1st Defendant to deny it (see the cases of Rajang Plywood Sawmill Sdn Bhd v. Jangkar Enterprise Sdn Bhd [2008] MLJU 377 and CH Choo & Sons Sdn Bhd v Wong Nyuk Shing @ Wong Teck Tsin [2010] 1 LNS 167 amongst others).

It bears mention that, subsequent to being informed of said Cancellation Notice by MEYDAN, Leong Yeon Thoong (LYT), WCT’s Regional Director who was then stationed in Dubai, had relayed the “information” to the Executive Director of WCT, Liang Kai Chong on the very same date. Flowing from that, an Emergency Meeting was called for by the BOD of WCT specifically to discuss the said Cancellation Notice. The 1st Defendant attended the said Emergency Meeting which was held in the early morning of 29.12.2008.

Grounded on the aforesaid, in my considered view, it can be surmised that the 1st Defendant must have had knowledge and possession of the said information, latest during the session of the Emergency Meeting on 29.12.2008 when the information (Cancellation Notice) was deliberated amongst the members of the BOD. Thus, I find that the Plaintiff had succeeded in proving Issue (i). Issue (ii) - Whether the 1st Defendant communicated the said information to the 2nd Defendant?

Moving on to Issue (ii), the Plaintiff must prove that the 1st Defendant had conveyed the inside information (the Cancellation Notice) to the 2nd Defendant.

The Plaintiff contended that whilst having in possession of the said information, the 1st Defendant had relayed the same to the 2nd Defendant, via telephone calls and SMS text messages between them, between 01.01.2009 and 05.01.2009. The communication is as per tabulated below:

1.1.2009 9:45:15 AM 0:00:03 1st Defendant called 2nd Defendant 9:45:24 AM 0:00:04 1st Defendant called 2nd Defendant 9:49:11 AM 0:00:03 1st Defendant called 2nd Defendant 9:54:38 AM 0:00:03 1st Defendant called 2nd Defendant 10: 01:41 AM 0:00:03 1st Defendant called 2nd Defendant Date Time Duration of Call Nature of Communication 10:01:56 AM 1st Defendant SMSed 2nd Defendant 10:14:01 AM 0:00:03 1st Defendant called 2nd Defendant 10:17:57 AM 0:00:03 1st Defendant called 2nd Defendant 10:19:28 AM 0:00:03 1st Defendant called 2nd Defendant 10:21:00 AM 0:00:03 1st Defendant called 2nd Defendant 10:25:44 AM 0:00:03 1st Defendant called 2nd Defendant 10:28:48 AM 0:02:38 1st Defendant called 2nd Defendant 10:21:00 AM 0:00:03 2nd Defendant called 1st Defendant 5:20:59PM 1st Defendant called 2nd Defendant 5:22:14 PM 2nd Defendant SMSed 1st Defendant

2.1.2009 8:09:18 AM 1st Defendant SMSed 2nd Defendant 8:10:14 AM 2nd Defendant SMSed 1st Defendant 9:00:24 AM 0:01:10 2nd Defendant called 9:31:32 AM 0:00:16 1st Defendant called 2nd Defendant Date Time Duration of Call Nature of Communication 9:57:53 AM 0:00:21 1st Defendant called 2nd Defendant 9:58:24 AM 0:04:47 2nd Defendant called 9:59:08 AM Sell order of 62,000 WCT Shares 9:59:30 AM Sell order of 50,000 WCT Shares 9:59:53 AM Sell order of 10,000 WCT Shares 10:01:39 AM Sell order of 107,000 WCT Shares 10:02:32 AM Sell order of 58,000 WCT Shares 10:03:10 AM Sell order of 50,000 WCT Shares 10:09:48 AM Sell order of 50,000 WCT Shares 10:11:13 AM Sell order of 50,000 WCT Shares 10:16:23 AM 0:00:12 2nd Defendant called 1st Defendant 10:19:58 AM 1st Defendant SMSed 2nd Defendant 10:20:50 AM 2nd Defendant SMSed 1st Defendant 10:44:02 AM Sell order of 50,000 WCT Shares 10:46:32 AM Sell order of 30,000 WCT Shares 10:58:37 AM 0:00:23 2nd Defendant called 1st Defendant 10:59:20 AM 0:01:12 2nd Defendant called 1st Defendant 11:00:26 AM Sell order of 50,000 WCT Shares 11:27:39 AM 0:00:19 2nd Defendant called 1st Defendant Date Time Duration of Call Nature of Communication 12:15:42 PM 0:02:32 2nd Defendant called 1st Defendant 12:45:13 PM 0:00:58 1st Defendant called 2nd Defendant 12:45:13 PM 0:00:58 1st Defendant called 2nd Defendant 2:24:00 PM Sell order of 50,000 WCT Shares 2:47:18 PM Sell order of 50,000 WCT Shares 3:08:19 PM Sell order of 50,000 WCT Shares 3:34:56 PM 0:02:02 1st Defendant called 2nd Defendant 3:39:29 PM 0:03:35 2nd Defendant called 1st Defendant 4:15:43 PM 0:00:53 1st Defendant called 2nd Defendant 4:16:46 PM 0:00:41 2nd Defendant called 1st Defendant 4:17:47 PM 0:00:18 2nd Defendant called 1st Defendant 4:18:42 PM 0:00:02 2nd Defendant called called PK Chin 4:19:20 PM 0:00:03 2nd Defendant called called PKChin 4:19:44 PM 0:00:03 2nd Defendant called 4:20:17 PM 0:01:58 2nd Defendant called called PK Chin 4:21:19 PM Sell order of 50,000 WCT Shares Date Time Duration of Call Nature of Communication 4:22:35 PM 0:00:34 2nd Defendant called 2nd Defendant 4:23:22 PM 0:01:00 1st Defendant called 1st Defendant 4:23:41 PM Sell order of 100,000 WCT Shares 4:27:34 PM 0:00:03 2nd Defendant called 4:28:42 PM 0:00:25 2nd Defendant called 1st Defendant 4:30:06 PM 0:01:30 2nd Defendant called 4:30:29 PM Sell order of 50,000 WCT Shares 4:32:31 PM 0:00:48 2nd Defendant called 1st Defendant 4:36:34 PM 0:00:22 1st Defendant called 2nd Defendant 4:37:05 PM 0:02:58 2nd Defendant called 4:37:26 PM Sell order of 71,000 WCT Shares 4:38:08 PM Sell order of 27,000 WCT Shares 4:39:20 PM Sell order of 5,000 WCT Shares 4:40:18 PM 0:00:32 2nd Defendant called 1st Defendant 1st Defendant called 2nd Defendant 4:41:10 PM 0:00:55 2nd Defendant called 4:41:33 PM Sell order of 80,000 WCT Shares Date Time Duration of Call Nature of Communication 4:42:25 PM 0:00:41 2nd Defendant called 1st Defendant 4:46:18 PM 0:01:23 2nd Defendant called 1st Defendant

3.1.2009 - - -

4.1.2009 7:16:36 PM 0:02:00 1st Defendant called 2nd Defendant 9:54:35 PM 2nd Defendant SMS-ed 1st Defendant

5.1.2009 9:01:49 AM 0:02:12 2nd Defendant called 9:02:19 AM Sell order of 50,000 WCT Shares 9:03:14 AM Sell order of 50,000 WCT Shares 9:30:37 AM 0:03:08 2nd Defendant called 9:31:39 AM Sell order of 50,000 WCT Shares 9:46:34 AM Sell order of 50,000 WCT Shares 9:47:34 AM Sell order of 50,000 WCT Shares 10:02:27 AM 0:02:04 1st Defendant called 2nd Defendant 10:11:21 AM SMS-UAE 1st Defendant SMS-ed 2nd Defendant Date Time Duration of Call Nature of Communication 10:12:38 AM 0:01:13 2nd Defendant called 10:19:28 AM 2nd Defendant SMS-ed 1st Defendant 10:28:22 AM 0:00:04 2nd Defendant called 10:28:34 AM 0:00:03 2nd Defendant called 10:29:06 AM Sell order of 50,000 WCT Shares 10:54:15 AM Sell order of 50,000 WCT shares 11:04:58 AM Sell order of 50,000 WCT shares 11:08:33 AM Sell order of 50,000 WCT shares 11:12:20 AM Sell order of 50,000 WCT shares 11:40:55 AM 0:00:35 2nd Defendant called 12:10:31 PM SMS-UAE 1st Defendant SMS-ed 2nd Defendant 12:13:09 PM 0:00:42 2nd Defendant called 12:19:10 PM 2nd Defendant SMS-ed 1st Defendant 12:23:41 PM 0:00:39 2nd Defendant called 2:28:10 PM Sell order of 16,100 WCT Shares 2:40:15 PM Sell order of 50,000 WCT Shares 2:51:38 PM Sell order of 30,000 WCT Shares 3:07:27 PM Sell order of 30,000 WCT Shares Date Time Duration of Call Nature of Communication 3:51:05 PM 0:00:52 2nd Defendant called 3:51:44 PM Sell order of 30,000 WCT Shares 4:38:35 PM Sell order of 30,000 WCT Shares 4:46:39 PM 0:01:24 2nd Defendant called 5:14:58 PM 2nd Defendant SMS-ed1st Defendant

6.1.2009 5:23:26 AM 0:00:52 1st Defendant called 2nd

Learned counsel for the Plaintiff stressed inter alia, on the timing, the frequency and the duration of the calls. Counsel also referred to the closeness of their friendship and the actions taken by the 2nd Defendant subsequent to those telephone calls and SMS texted messages. Counsel stressed that prior to 01.01.2009, the last communication between the 1st and the 2nd Defendant was on 23.12.2008.

Thus, counsel submitted that in the circumstances, the communication between the Defendants must have been in connection with the Cancellation Notice. The Plaintiff claimed that the “information” (the Cancellation Notice) was communicated by the 1st Defendant to the 2nd Defendant during those telephone calls sessions.

The Defendant expectedly, denied the Plaintiff’s allegation. The Defendants admitted to the telephone calls and SMS text messages between them, as per the evidence adduced by the Plaintiff afore mentioned. However, they contended that the calls and SMS had nothing to do with the Cancellation Notice. Instead the calls and SMS pertained to the demand made by the 1st Defendant to the 2nd Defendant for recovery of overdue/outstanding payment owing by the 2nd Defendant’s company.

Counsel for the 1st Defendant submitted that there is no direct evidence that the information was relayed to the 2nd Defendant by the 1st Defendant. The allegation made towards the 1st Defendant, it was submitted, is based purely circumstantial in nature viz., the telephone calls and messages made between them both.

Counsel for the 1st Defendant further submitted that, even if assuming the information was conveyed to the 2nd Defendant, it could have been done by other officers of WCT namely, Ng Geok Seong and Chan Yao Ming, with whom the 2nd Defendant was in close rapport and in constant contact. They even shared the same remisier, PK Chin. According to counsel, PK Chin could have also conveyed the information to the 2nd Defendant.

The position of the law for “insider trading” is trite. Circumstantial evidence suffices (see the cases of Chan Soon Huat (supra) at pages 795-797; Suruhanjaya Sekuriti Malaysia v. Lim Kok Boon & Anor [2019] 1 LNS 1269 at paragraphs 32, 33 and PP v. Chua Seng Huat [1999] 6 CLJ 590 at pages 617-618, among others).

Thus, the question here is whether the circumstantial evidence relied upon by the Plaintiff in this case had proved that the 1st Defendant had communicated the information (the Cancellation Notice) to the 2nd Defendant?

As agreed in the Agreed Statement of Facts, the 1st Defendant had on 29.12.2008, attended WCT’s BOD Meeting to discuss the said Notice. Thereafter, from 29.12.2008 until 06.01.2009, when BURSA announced to the public of the Cancellation Notice of the Contract by MEYDAN, there a series of telephone calls and messages between the Defendants, interspersed by communication between the 2nd Defendant and his remisier, PK Chin. The relevance of calls and messages are as per tabulated below for clarity: (Note: the 1st Defendant is referred to as Goh, the 2nd Defendant as Leong and his remisier as PK Chin) Date Developments in respect of the Cancellation Notice Calls between Goh,

29.12.2008 (Monday) (Public Holiday due to Awal Muharram) WCT receives a copy of the Cancellation Notice.

29.12.2008 The JV's request for an urgent meeting with MEYDAN was not successful WCT was informed of the proposed meeting with MEYDAN on 4.1.2009 LYT was not able to meet up with MEYDAN or the ER despite waiting at their offices the whole day. Date Developments in respect of the Cancellation Notice Calls between Goh, Leong and PK Chin Midnight of 29.12.2008 (Malaysian time) WCT obtains confirmation that the Cancellation Notice is authentic.

31.12.2008 (Wednesday) WCT's Chairman was not successful in meeting MEYDAN's Chairman or the ER in Dubai WCT was informed by Mashreq Bank that MEYDAN had called on the performance bonds worth approximately RM538 million on 29.12.2008.

1.1.2009 (Thursday) (Non-trading day due to the New Year & Public Holiday) In the morning Goh attempted to call to Leong via 10 successive calls and SMS text in a span of just 40 minutes. Goh's successive calls ceased only when Date Developments in respect of the Cancellation Notice Calls between Goh, Leong and PK Chin Leong finally returned Goh's call.

2.1.2009 (Friday) Goh and Leong exchange SMS text before the market opened. They communicated throughout the day. In total, they exchanged a total of 17 calls and 4 SMS text. Goh and Leong's calls were interspersed with the calls by Leong to PK Chin and the disposal of WCT shares. Leong put up 1.1 million WCT shares held by ARA Holdings for sale. He managed to dispose of 1.0 million of WCT shares. Date Developments in respect of the Cancellation Notice Calls between Goh, Leong and PK Chin There were no further calls between Goh and Leong after the market closed.

3.1.2009 (Saturday & non-trading day) WCT's key management team including Goh flew to Dubai for the scheduled meeting with MEYDAN on 4.1.2009. No calls between Goh and Leong.

4.1.2009 (Sunday and non-trading day) WCT's management team arrives in Dubai. In the early afternoon (Malaysian time) on 4.1.2009, WCT is informed that the meeting with MEYDAN has been called off. No reasons were given by MEYDAN for the cancellation. The Board of Directors make numerous attempts to contact Date Developments in respect of the Cancellation Notice Calls between Goh, Leong and PK Chin MEYDAN's Chairman to either reschedule the meeting or to discuss MEYDAN's decision but were not successful. The Board of Directors of WCT decide that if they do not receive any feedback from MEYDAN by the end of the day on 5.1.2009, they would announce the Cancellation Notice on 6.1.2009. In the evening of 4.1.2009 at 4:16 p.m. (Dubai time), Goh called Leong & Leong responds with a SMS text.

5.1.2009 (Monday) Leong had called PK Chin as early as 9:01 a.m. The first sell order of WCT shares was made 1 minute later at 9:02 a.m. Goh had called Leong at 6:02 a.m. Dubai time (10:02 a.m. Malaysian time) and followed up with a SMS text on Date Developments in respect of the Cancellation Notice Calls between Goh, Leong and PK Chin At approximately 11.31 p.m. Malaysian time, MEYDAN announced the cancellation of the JV's employment at the Racecourse Project through Reuters. 6:11 a.m. Dubai time (10:11 a.m. Malaysian time). Goh and Leong continued to communicate with each other through-out the day. Goh and Leong's calls were interspersed with the calls by Leong to PK Chin and the disposal of WCT shares. In total Leong put up 686,100 WCT shares held by ARA Holdings for sale. He managed to dispose of 640,000 of WCT shares. There were no further calls between Goh and Leong after the market closed. Date Developments in respect of the Cancellation Notice Calls between Goh,

6.1.2009 At 9:02 a.m. (Malaysian time) announced the WCT Cancellation Notice to Bursa Malaysia. At 5:23 a.m. Malaysian time (1:23 a.m. Dubai time) Goh had called Leong.

It is also not disputed that in between the above calls and messages, the 2nd Defendant had disposed of 1,640,000 units of WCT shares/securities held by his company, ARA Holdings.

Learned counsel for the Plaintiff submitted that the following characteristic and patterns of the telephone calls between the 1st Defendant and 2nd Defendant, including with PK Chin, it can be surmised that the calls were not to discuss work-related matters. Counsel submitted that based on the following, it is more than likely the calls were on the disposal of WCT shares and matters relating to the Cancellation Notice:

The 1st Defendant’s communication with the 2nd Defendant on 1.1.2009 was just 1 day before the disposal by ARA Holding of the WCT shares;

(ii) Both the Defendants were in regular communication with each other during the critical period immediately following MEYDAN's issuance of the Cancellation Notice i.e. between 29.12.2008 until 06.01.2009 and as shown by the Plaintiff, prior to 1.1.2009, the last communication between the 1st and the 2nd Defendant was on 23.12.2008;

(iii) the communication between both the Defendants had peaked on 2.1.2009, the date when the disposal of the WCT shares/securities commenced. The calls and SMS text between them on 2.1.2009 and 5.1.2009 i.e. the dates of the disposal were interspersed by calls between the 2nd Defendant and his remisier, PK Chin and the sell orders of the WCT shares by ARA Holdings, wherein all these happened on 10 occasions on 2.1.2009 and 5 occasions on 5.1.2009;

(iv) the 2nd Defendant’s calls to PK Chin on 2.1.2009 and 5.1.2009 were made minutes or even mere seconds after the calls or SMS text between him and the 1st Defendant ended. For instance, the calls and SMS text between the 1st Defendant and the 2nd Defendant at 6:02 a.m. and 6.11 a.m. (Dubai time) on 5.1.2009 and at 5:23 a.m. (Malaysian time) on 6.1.2009 were at an unearthly hour. Surely, they cannot be work related!

Also, the calls and SMS text between both the Defendants on the dates of the disposal of the WCT shares are distinctive in that:

the intervals between each call and SMS text were very short;

(ii) the frequency of the calls and SMS text were very high;

(iii) the duration of the calls are very shorts, ranging between 20 seconds to a minute.

Why did the 1st Defendant communicate the said information to the 2nd Defendant?

As to why did the 1st Defendant communicated the said information to the 2nd Defendant, the Plaintiff contended that it was because the 1st Defendant had wanted to help out the 2nd Defendant who is his close and personal acquaintance, from financial loss due to the cancellation of the Contract by

According to the Plaintiff, the 1st Defendant being a director of WCT knew or must have known that the Cancellation Notice of the Contract by MEYDAN once made public, would have an adverse impact on the value of WCT shares, bearing in mind the Contract was in financial term a huge and major one to WCT. The financial scale of the Contract to WCT was never in dispute.

The Defendants in evidence, when cross-examined agreed with the suggestion by learned counsel for the Plaintiff that the Cancellation Notice was negative news to WCT. In fact, DW2 agreed that investors will dump their WCT shares if they know of the Cancellation Notice.

The Plaintiff claimed that both Defendants have a close bond and personal relationship, extending beyond business. Their affinity is suggestive of these facts:

they used to regularly play badminton together since 2000;

(ii) they have regular lunches, dinners and drinks together which continued until to date;

(iii) the 2nd Defendant regularly visited the 1st Defendant at the latter’s office at WCT office (30 to 40 times in 2008 onwards);

(iv) the 2nd Defendant employed the 1st Defendant younger brother, Goh Chin Ming as the Plant Manager, in ARA Holdings and subsequently in ARA Cement;

the 1st Defendant’s wife, was at all material time, the Managing Director and third largest shareholder in Patimas Berhad (PATIMAS), a public listed company on BURSA and in 2007 ARA Holding started investing in PATIMAS, acquiring 1.9 million shares. By 2008, ARA Holdings became one of the thirtieth largest shareholders in PATIMAS, after having increased its shareholding to 14 million shares, despite PATIMAS making losses;

(vi) WCT awarded ARA Holdings’ subsidiary companies with contracts viz., to ARA Concrete Sdn Bhd as sole supplier of cement for WCT’s “Paradigm Mall Project” and the “Basement Works” for Paradigm Mall worth RM54 million to ARA Resources Sdn Bhd; and

(vii) ARA Holdings is one of the thirtieth largest shareholders of WCT securities.

The Defendants disputed the Plaintiff’s allegation that their relationship is close and personal. They averred that their relationship is purely business and professional in nature. They denied being badminton buddies, although they do occasionally used to play together in the same group previously. As for the telephone calls and messages, the Defendants claimed that the calls and messages had got nothing to do with the Cancellation Notice.

As earlier mentioned, the Defendants claimed that the calls had nothing to do with the information (Cancellation Notice). They said that the communication between them concerned the demand for payment of ARA’s overdue/outstanding payment/debt to WCT. The Defendents implored the Court to believe the Defendants’ version that the calls, were to discuss the overdue/outstanding debts.

Counsel further called upon the Court to accept the 2nd Defendant version that the disposal of ARA Holdings’ WCT shares a genuine business transaction viz., to raise financial fund to settle ARA Holdings debt/overdue payment demanded by WCT. Relating to this issue, it is pertinent to note that the 2nd Defendant/ARA Holdings had repurchased almost the same amount/units of WCT shares, almost immediately after disposing/selling the same, when trading for WCT securities resumed/reopened on 07.01.2009.

Having considered the totality of evidence on point, I am not persuaded by the submission of the Defendants. I find the conduct by the 2nd Defendant abovesaid, counter to what he wanted the Court to believe.

In my view, the fact that WCT was in a position to immediately repurchase almost all of its WCT shares, proved that WCT was under no pressure to pay WCT as contended by the Defendants. I agreed with the submission by the Plaintiff counsel that the debt/overdue payment as suggested by the 2nd Defendant are not “life threatening” as it was made out to be by the 2nd Defendant. It is most strange and dubious that no written demand was ever issued and served on ARA Holdings if indeed the debt/overdue payment was crucial to WCT at that material times.

To round up on the above point, counsels for the Defendants submitted that the Defence version that the telephone calls and SMS messages between the Defendants all relate to the overdue payment/debt, concrete issue and tender (for the basement project) issue concerning ARA Concrete is more reasonable/plausible as compared to the Plaintiff’s version.

Having appraised the relevant evidence wholly and objectively, in the circumstances of this case, I find the abovesaid submission by the 2nd Defendant hard to accept. The 2nd Defendant claimed at that the many calls and SMS messages between both of them, had nothing to do with the information (Cancellation Notice). The 2nd Defendant claimed that at the material time, the calls and SMS concerned discussions over ARA Holdings’ debt/overdue payment, which the 1st Defendant was adamant and persistent for it to be paid. I find the claim by the Defendants most hard to swallow. The Defendants, especially the 2nd Defendant failed to adduced any documentary proof to back up his story concerning the demand for the debt/overdue payment as claimed.

The 2nd Defendant denied being close buddy of the 1st Defendant and that their relationship is purely professional and casual, yet beseeched the Court to believe his version that WCT had made demand orally through one of its Director. In my considered view, it just doesn’t compute that the 1st Defendant would demand for payment for ARA Holdings’ debt/overdue payment, verbally and not in writing, more so when the 2nd Defendant denied being a close friend of the 1st Defendant.

Based on the facts and the circumstantial evidence as alluded to by the Plaintiff, taken in totality and objectively, I find the version of the Plaintiff, in the circumstances, inherently probable as compared to the Defendants’ version.

The 1st Defendant’s communication with the 2nd Defendant on 1.1.2009 was just one (1) day before the disposal by ARA Holdings of the WCT shares. The calls, as correctly described by learned counsel for the Plaintiff’s counsel, were made at an unearthly hour. In the circumstances, they cannot be coincidental, more so when the Defendants deny that they were close friends. I am not persuaded by the submissions in reply by the Defendants’ counsel.

In my considered view, it is illogical that the 1st Defendant was chasing over the RM1.9 million debt/overdue payment, as claimed by the 2nd Defendant, when at the very instance, his company WCT Bhd was facing much a bigger and urgent problem viz., the cancellation by MEYDAN of the Contract worth RM480 million.

Having appraised the evidence wholly, I agreed with the Plaintiff’s contention that the 1st Defendant must have known of the probable impact on the price of WCT share/securities by the Cancellation Notice and with that in mind, had tipped of the 2nd Defendant, with whom he shared a close and special friendship. I find that the 1st Defendant had communicated the information to the 2nd Defendant, via the series of telephone calls and messages between them.

Hence, I am of the considered view that in the circumstances aforesaid, it is more likely than not that the 1st Defendant had communicated the said inside information to the 2nd Defendant.

In my view, it is reasonable for the Court to surmise and conclude that the 1st Defendant had communicated the information (the Cancellation Notice) to the 2nd Defendant. On the aforesaid set of facts, I find that for Issue (ii), the Plaintiff had succeeded in proving that the 1st Defendant had communicated the “inside information” to the 2nd Defendant. Issue (iii) – whether the “Notice of Cancellation” is material information.

Next, I move on to Issues (iii). The Plaintiff claimed that the Notice of Cancellation on the facts and circumstances of the case, is an “information” as defined under the CMSA. For section 184 CMSA, the Plaintiff is duty bound to show that at the material time, the information is material and not available to the investing public at large. In short, the Plaintiff is duty bound to show that at the material time, the “material information” was not available to the investing public at large.

The Plaintiff must also prove that on becoming generally available, the information would or would tend to have a material effect on the price or value of WCT shares/securities and that it would or would tend to influence reasonable persons to acquire or to dispose the WCT shares.

According to the Plaintiff’s counsel, from the time MEYDAN issued the 14 days’ Notice of Cancellation on 29.12.2008, up until WCT notified BURSA of the same on 06.01.2009 the said information was not readily available to the public at large and that it was only announced to the public officially by BURSA at 2.00 p.m on the same day.

In our case, as earlier mentioned, the information only became generally available at the time of the Announcement by BURSA on 06.01.2009. The said announcement was followed by the steep fall in WCT’s share price. In the case of Sreesanthan (supra) at page 945, it was held that a change in the price of shares is suggestive that the information had not been generally available. It was held as follows: “The fact that the price of the shares attained their highest levels for a year after publication of the Star article and the announcement was suggestive of the fact that the information contained in them was not previously generally available.” (Emphasis added).

In support, learned counsel referred inter alia, to the evidence by PW18, the Plaintiff’s expert, who opined and concluded that the Cancellation Notice of the Contract by MEYDAN is information as defined under section 184 abovesaid.

According to counsel the expertise of PW18 is called for to prove that the “information” (the Cancellation Notice by MEYDAN) if made available to the public at the material time would have a material effect on the price of WCT’s shares/securities and which would influence a reasonable person/trader whether to acquire or dispose WCT’s shares.

PW18’s findings and opinion on the materiality of the said information are as per in his Expert Report. According to PW18 he was engaged by the Plaintiff to give his view/opinion on the following questions/issues: “Issue # 1 - whether the information contained in the Announcement would or would tend to influence a reasonable investor who invests in securitles on BURSA Securities in deciding whether or not to acquire or dispose WCT shares. Issue # 2 - whether the information in the Announcement would or would tend to influence a reasonable Investor who invests in securities on BURSA Securities in deciding whether or not to acquire or dispose WCT-WB warrants (stock code: 9679WB) ("WCT Warrants").Issue # 3 - to provide any other analysis for the period of 1 May 2005 to 31 January 2009 which I consider useful to support my opinion in Issue #1 and #2.

Having done so, he opined and concluded as follows: Issue # 1 It is in my opinion that the information contained in the Announcements made by WCT on 6 January 2009 is material and would or would tend to Influence a reasonable investor who invests in securities on Bursa Securities in deciding whether or not to dispose of WCT securities. Issue # 2 It is in my opinion that the information contained in the Announcements made by WCT on 6 January 2009 is material and would or would tend to Influence a reasonable investor who invests in securities on Bursa Securities in deciding whether or not to dispose of WCT Warrants. Issue #3 It is also in my opinion that there exist trading activities for WCT's shares occurring prior to the Announcement that are unusual for a reasonable investor without the possession of the Information contained in the Announcement.

Based inter alia, on PW18’s expert opinion abovesaid, the Plaintiff’s counsel contended and submitted that the said information was indeed “material information” as defined under CMSA. Counsel submitted that the Announcements abovesaid, made by WCT on 06.01.2009 would or would tend to influence a reasonable investor in securities on BURSA in deciding whether or not to dispose or to purchase WCT shares/securities.

For completeness and clarity, the announcement by WCT to BURSA is as per below: “NAD AL SHEBA DUBAI RACECOURSE CONTRACT - Cancellation of Contract WCT BERHAD 06/01/2009 09:02:44 AM Announcement NAD AL SHEBA DUBAI RACECOURSE CONTRACT - Cancellation of Contract The Company wishes to inform that it's 50:50 joint venture with Arabtec Contruction LLC, (JV) been given a 14 days' Notice by Meydan LLC of Dubai ('Employer'), to terminate the contract relating to the construction of the Nad Al Sheba Dubai Racecourse Project (the Project"). The terms and conditions of this cancellation le currently being pursued. On 18th September 2007, the Company accepted the award of the building contract (the Contract) from the Employer to the JV for the construction and completion of the main building works, external works and infrastructure works of the Project for a contract sum of approximately AHD4.6 billion (approximately RM6 billion) with an original construction period of 754 days (approximately 25 months) and an original contractual date for Completion of 7th October 2008. The Board views the cancellation as a breach of contract on the part of the Employer. The Company, through the JV, is currently considering all its options and will take the necessary steps to protect the Group's interest. The announcement is dated 6 January 2009.”

The Defendants’ counsel firstly, challenged the expertise of PW18 and also his findings. The Defendants also challenged the admission and marking as exhibit by the Court of PW18’s Expert Report. Counsel further submitted that the Notice of Cancellation was not a “material information” and that the Plaintiff had failed to prove that it was “inside information” as defined under CMSA.

Counsel contended that PW18’s evidence is an opinion based on hearsay evidence and therefore inadmissible. Counsel further submitted that PW18 does not have personal knowledge of the matters that he testified. According to counsel, PW18’s findings were based on report prepared by OSK. Since the maker of the OSK Analysis Report was not called to confirm what was reported in the said document, PW18’s evidence is therefore hearsay and should not be admitted or considered by the Court.

Counsel further said that the OSK analysis which was only available after the announcement by BURSA on 06.01.2009, is therefore an “information” that was non-existent during the trade period in this case and therefore not “inside information” as envisaged by section 185 ad 186 CMSA and thus ought to be rejected.

As to the evidence of an expert, in the case of Chou Kooi Pang & Anor v. Public Prosecutor [1998] 3 SLR(R) 205 the Singapore Court of Appeal held as follows:

Further, it is well established that expert opinion is only admissible to furnish the court with scientific information which is likely to be outside the experience and knowledge of a judge. If, on the proven facts, a judge can form his own conclusions without help, the opinion of an expert is unnecessary: Regina v Turner (Terence) [1975] QB 834. Thus, a psychiatrist’s evidence was held inadmissible where its purpose was, in effect, to tell a jury how an ordinary person, not suffering from any mental illness, was likely to react to the strains and stresses of life: R v Weightman (1991) 92Cr App R 291. In R v Masih [1986] Crim LR395, the court expressed the view that in the case of an IQ which, though low, was within the range of normality as understood by psychologists, the adducing of expert evidence was not justified.

When providing expert evidence, the expert should remain independent, objective, unbiased, and unaffected by the pressures of litigation. The Court of Appeal in Batu Kemas Industri Sdn Bhd v. Kerajaan Malaysia Tenaga Nasional Bhd [2015] 7 CLJ 849 clearly sets out the duties and responsibilities of an expert in the following passages: “[36] What are the duties and responsibilities of expert witnesses? It is - useful to consider what Ian Freckelton and Hugh Selby the authors of Expert Evidence - Law, Practice, Procedure and Advocacy (Lawbook Co. 2005 3rd edn) described as the most important enunciation of the duties and responsibilities of expert witnesses in the context of National Justice Compania Naviera SA v. Prudential Assurance Co Ltd (“The Ikarian Reefer") [1993] 2 Llyod’s Rep 68 at j pp. 81-82 which has since been applied in National Justice Compania Naviera SA v. Prudential Assurance Co Ltd (“The Ikarian Reefer”) [1995] 1 All ER 577 at p. 60: [37] As an independent aid to the court, it is therefore essential that an expert witness must possess and retain a standard of absolute personal integrity. In this connection, Cazalet J in Re J, supra said: Expert witnesses are in a privileged position: indeed only experts are permitted to give an opinion in evidence. Outside the legal field the court itself has no expertise and for that reason frequently has to rely on the evidence of experts. Such experts must express only opinions which they genuinely hold and which are not biased in favour of one particular party. Opinions can, of course, differ and indeed quite frequently experts who have expressed their objective and honest opinion will differ, but such differences are usually within a legitimate area of disagreement. On occasions, and because they are acting on opposing sides, each may give his opinion from different basic facts. This of itself is likely to produce a divergence.” (Emphasis added)

Having considered the Defendants’ objection and the Plaintiff’s response on the expertise of PW18 and his Expert Report abovesaid, with due respect, I unable to agree with learned counsel for the Defendants.

In my view pursuant to section 125 CMSA, PW18, is empowered and authorize to testify for the Plaintiff and that it is pertinent to note that PW18’s testimony is based substantially on Agreed Facts and Documents filed in Part A and B of the Common Bundle of Documents. The Defendants had expressly consented to those documents be filed/classified as Part A and B and by so doing, the Defendants had consented to their admissibility. As to Part C documents, those documents were all tendered and marked as exhibits.

Despite being grilled during lengthy cross-examinations by counsels for the Defendants, PW18 did not waver and was firm in justifying his findings. I find his findings to be backed by cogent reasons.

I find PW18’s evidence to be clear, concise and is supported by documentary evidence which includes financial literature, surveys, articles and cases (see Yong Sze Fatt v. Pengkalan Securities Sdn. Bhd. [2010] 1 CLJ 484; [2009] 1 LNS 334

Apart from cross-examining PW18, the Defendants did not call any of their own Expert to counter PW18. In absence of another expert evidence to challenge his testimony and findings, I find PW18’s testimony and his Expert Report unrebutted.

I find no merit in the Defendants’ challenges against PW18’s expertise, his findings and the admissibility of his Expert Report. I accept PW18’s expert evidence. No cogent reason exists to move this Court to doubt the findings and opinion of PW18. I ruled that PW18’s evidence and Expert Report to be admissible. I accepted his evidence.

Having considered the evidence adduced wholly, including the testimony of PW18, the Plaintiff’s expert whom I find to have succeeded in establishing his expertise in his field and in explaining his finding clearly and lucidly, I accepted his finding that the Notice of Cancellation of the Contract by MEYDAN, to be “inside information” as defined under the CMSA.

I fully agreed with the Plaintiff’s counsel, that by any standard, the Contract procured by the JV and awarded by MEYDAN was a huge one to WCT, as confirmed via its announcement to BURSA. Thus, it is not wrong to surmise the said Contract would have impacted the price of WCT shares/securities in BURSA. In the circumstances, in my considered view the said Cancellation Notice of the Contract by MEYDAN is a “material information” as defined under the CMSA. I find that the elements of section 188(2) CMSA successfully proven by the Plaintiff. Hence, I find that Issue (iii) is also successfully proved by the Plaintiff. Issue (iv) - whether the Defendants are “insiders” within the meaning of section 188(1) and 188(2)(a) of the CMSA?

Foremost it is not disputed that there is no direct evidence of “insider trading” by the Defendants. Learned Counsel for the Plaintiff admitted that apart from relying on the evidence by its Expert witness (PW18), the case against the Defendant in this Suit is premised purely on circumstantial evidence.

The Plaintiff must prove that the Defendants are “insider” as defined under section 188 (1) CMSA which states as follows: “(1) A person is an “insider” if that person -

possesses information that is not generally available which on becoming generally available a reasonable person would expect it to have a material effect on the price or the value of securities; and

knows or ought reasonably to know that the information is not generally available.

the Defendant disposed or procured the disposal of shares whilst in possession of the information.

To recapitulate, for the three (3) preceding issues (Issues (i) –

(iii)), my findings are:

the 1st Defendant was in possession of the information (the Cancellation Notice);

(ii) the 1st Defendant had communicated the said information to the 2nd Defendant;

(iii) the 2nd Defendant had acted on the said information; and

(iv) the said information is a “material inside information as defined under CMSA.

Premised on my affirmative findings for Issues (i) to (iii) as aforesaid, I agreed with the submission by the Plaintiff counsel that there are overwhelming evidence proving that both the Defendants were “insiders” as defined by CMSA. Based on those findings cumulatively, I found that the Plaintiff has succeeded in proving that both the Defendants were “insiders” as defined under section 188 (1) CMSA.

It is not in dispute that the Cancellation Notice was only served specifically and internally to the JV, to its office in Dubai. The said Notice was thereafter relayed by LYT, WCT’s Middle East Regional Director, to LKC, WCT’s Executive Director in Malaysia. This was followed by the BOD of WCT convening an Emergency Meeting which was attended by the 1st Defendant, wherein the said inside information (the Cancellation Notice) was discussed. The said Cancellation Notice was only informed by WCT to BURSA on 06.01.2009. Thus, it is clear as daylight that, from the first instance the information was served by MEYDAN to the JV, until it was ultimately disclosed to BURSA on 06.01.2009, the said information was never known nor made known to the public at large.

Thus, before the announcement by BURSA on 06.01.2009, in my considered view, the said information is an “inside information” known only to those within the closed circle of the JV and WCT. As both the Defendants were in possession of the said information during that material period, they were both “insiders” as defined by the CMSA.

Hence, I find that the Plaintiff has successfully proved that the Cancellation Notice by MEYDAN of the Racecourse Project in Dubai to be an “inside information”, which was unavailable to the public at the material time. As such Issue (iv) is also answered in the affirmative. Issue (v) - Whether the 2nd Defendant had acted on the said information? Issue (vi) - Whether the Defendants had breached section 188(2)(b) of the CMSA or alternatively, section 188(2)(a) of the CMSA?

Both Issues (v) and (vi) are inter-twined and will be tackled together. To prove breach of section 188(2)(b) and/or alternatively section 188(3)(a) CMSA, the Plaintiff relied on the evidence that the 1st Defendant had communicated the information to the 2nd Defendant who then acted on the said information.

Section 188 (2) and/or (3) CMSA states as follows:

An insider shall not whether as principal or agent, in respect of any securities to which information in subsection (1) relates-

acquire or dispose of, or enter into an agreement for or with a view to the acquisition or disposal of such securities; or

procure, directly or indirectly, and acquisition or disposal of, or the entering into an agreement for or with a view to the acquisition or disposal of such securities."

Where trading in the securities to which the information in subsection (1) relates is permitted on a stock market of a stock exchange, the insider shall not, directly or indirectly, communicate the information referred to in subsection (1), or cause such information to be communicated, to another person, if the insider knows, or ought reasonably to know, that the other person would or would tend to –

acquire, dispose of, or enter into an agreement with a view to the acquisition or disposal, of any securities to which the information in subsection (1) relates; or

procure a third person to acquire, dispose of or enter into an agreement with a view to the acquisition or disposal of, any securities to which the information in subsection (1) relates.

if the information was generally available, a reasonable person would expect it to have a material effect on the price of securities;

the Defendant disposed or procured the disposal of shares whilst in possession of the information. (emphasis added).

The Plaintiff claimed that the 2nd Defendant had acted on the “inside information” communicated to him by the 1st Defendant, by promptly disposing of ARA’s WCT shares before the announcement by BURSA on 06.01.2009. In so doing, the 2nd Defendant had avoided loss and instead made profit. The shares/securities were then promptly bought back at a lower price when WCT counter was reopen for trading by BURSA on 07.01.2009.

Based on the said unrebutted facts, I find that both Issues (v) and (vi) to be proven. The 1st Defendant’s Counter Claim

Next, I will touch on the 1st Defendants Counter Claim which I accordingly dismissed having found it to be not proven.

The 1st Defendant pleaded inter alia, that the Plaintiff does not have locus standi. With respect, the legal status of the Plaintiff to commence civil action and to prosecute for any breach of the securities law of our Nation is clear. Thus, locus standi is a non-issue.

The 1st Defendant pleaded and alleged abuse of process and malicious prosecution by the Plaintiff. The 1st Defendant contended that the Plaintiff’s action is based on an incomplete investigation and was actuated on malice. He claimed as a result of the Plaintiff’s action herein, he suffered losses and reputation was tarnished.

With respect, apart from pleading as such, I find no concrete evidence to back up his said allegation. Thus, I find on a balance of probabilities, he failed in proving his Counter Claim. Therefore, I accordingly dismissed it. Conclusion: The Plaintiff’s Claim as against the 1st Defendant

As regard to liability, l find the Plaintiff had succeeded in proving its claim against the Defendant as per the Amended Statement of Claim. To recollect, I find that the Plaintiff had succeeded in proving, on a balance of probability, that the Cancellation Notice is a material non-public document of which at the material time, that the 1st was in possession and that he had communicated the same to the 2nd Defendant.

I find that the circumstantial evidence adduced taken wholly pointed to the irresistible conclusion that both the Defendant are had breached the “insider trading” probation of the CMSA.

Based on the evidence adduced I find that the Plaintiff has successfully proved that Defendant 1and Defendant 2 are “insiders” as defined under the CMSA.

In the circumstances, the Plaintiff’s claim is accordingly allowed with costs. The Plaintiff’s Case As Against the 2nd Defendant

As regards to the 2nd Defendant, I find that after being communicated by the 1st Defendant of the Cancellation Notice above-mentioned, the 2nd Defendant had acted on the said information by disposing of a total of 1.64 million units of WCT shares held by ARA Holdings. In so doing the 2nd Defendant had avoided loss consequential to the fallout from the Cancellation Notice on WCT. Therefore, on a balance of probabilities, I also find the Plaintiff’s claim against the 2nd Defendant proven. Consequentially, following the reliefs as prayed for in paragraphs 41 and 42 per the Amended Statements of Claim is allowed. Consequentially, I allowed reliefs/prayers as per paragraphs 41 and 42 of the Amended Statements of Claim as follows:

As against Defendant 1: (paragraph 41 (a) – (g) referred to)

prayer 41(a) is allowed (Declaration);

(ii) prayer 41(b) is allowed in the amount of RM2,254,187- 70;

(iii) prayer 41(c) viz., civil penalty is allowed in the amount of RM300,000-00;

(iv) prayer 41(e) viz., interest is allowed;

(vi) prayer 41(f) is allowed (Costs on a party to party basis. As against Defendant 2: (paragraph 42 (a) – (g) referred to)

prayer 42(a) is allowed (Declaration as per claim);

(ii) prayer 42(b) is allowed in the amount of RM2,254,187- 70;

(iii) prayer 42(c) viz., civil penalty is allowed in the amount of RM300,000-00;

(iv) prayer 42(e) viz., interest is allowed; and

(vi) prayer 42(f) is allowed (Costs to the Plaintiff on a party to party basis);

Regarding relief/prayer (b), payment of RM2,542,184-70 i.e equivalent difference to 3 times the amount of RM847,394-90 i.e difference between the price of WCT’s securities disposed of by the 2nd Defendant and the price of the securities would have been likely to have been disposed of at the time of the disposal. The amount is based on the calculation as adduced by the IO, the method and basis of calculation of which was not successfully challenged by the Defendants. Hence, based on the evidence and computation by the IO abovesaid, the relief prayed for viz., the amount of RM2,254,187-70 is allowed against each Defendant, respectively.

As regards to relief (d), section 360(i)(a)(L) CMSA gives discretion to the Court to impose “additional” order in the form of barring the ‘offender’ from holding any directorship in any public limited company for a period of time. The Plaintiff sought for 5 years. However, having considered the circumstance of this case, inter alia, that both Defendants herein, were also ‘punished’ under the provisions of section 206(a) and section 201(6) CMSA for the same ‘offence’, I am exercised my discretion not to allow the relief (d) herein, as in my view it would tantamount to over killing the Defendants. Thus, relief

is not allowed.

In respect of relief (c) viz., civil penalty, having considered the fact that Defendants has been ordered to pay for relief (b) above stated, I am do not think the imposition of the maximum penalty of RM1 million to just and appropriate. In my view, a civil penalty of RM300,000-00 would be the just and appropriate, in the circumstances. Therefore, I so ordered in respect of relief (c).

As for Costs, I ordered each Defendant to pay the Plaintiff, RM75,000-00 subject to allocator. Dated: 29 September 2025 Sgd AHMAD ZAIDI BIN IBRAHIM JUDGE HIGH COURT MALAYA KUALA LUMPUR Counsels for the Plaintiff : Benjamin John Dawson with him Eileen Othman, Ng Chian Huey, Munira Binti Msood, Nurul Rafeeza Binti Hamdan & Tan Hui Ru (Tetuan Benjamin Dawson) Counsel for the 1st Defendant : Dato Chong Loong Men with him Jaslyn Saw Weu Wen (Tetuan Lim, Chong, Phang & Amy) Counsel for the 2nd Defendant : Dato Mohamed Yusof Bin Zainal Abidin with him Muhammad Radhi Bin Azizan (Tetuan Radhi Azizan)